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Optimax AGM Information 2021

Sep 1, 2021

52283_rns_2021-09-01_8d165c96-07a5-4089-8526-6f1ab00ac1f4.pdf

AGM Information

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TWSE 3051

OPTIMAX TECHNOLOGY CORPORATION

2021 Annual General Shareholders’ Meeting

Meeting Agenda

(Translation)

Date June 24, 2021

Note to Readers

If there is any conflict between the English version and the original Chinese version or any difference in the interpretation of the two versions, the Chinese-language version shall prevail.

OPTIMAX TECHNOLOGY CORPORATION 2021 Annual General Shareholders' Meetin g

Time 9:00 a.m., Thursday, June 24, 2021

Place Southern Tao-Yuan Youth Activity Center

(Located at No. 128, Sec. 1, Yanping Rd., Pingzhen Dist., Taoyuan City)

Meeting Agenda

Meeting Agenda
The Chairman Calls the Meeting to order
Chairman’s Address
1. Report Items
(1) To report the business of 2020....................................................................................... 2
(2) Audit Committee’s review report.................................................................................. 2
(3) Report on Accumulated Losses Reaching One-Half of Paid-in Capital ...................... 2
2.Ratification Matters
(1) To accept 2020 Business Report and Financial Statements ........................................... 2
(2) To accept the proposal for 2020 Deficit Compensation................................................. 2
3.Discussion Matters
(1) To approve the proposal of Capital Reduction. ............................................................ 3
(2) To approve the amendment to the Procedures for Election of Directors ...................... 3
4.Election Matters
(1) To elect Directors (including Independent Directors) .................................................. 4
5.Other Matters
(1)Proposal of Release the Prohibition on Directors from Participation in Competitive Business… 4
6. Questions and Motions 4
7. Meeting Adjourned 4
Attachments
(1) Business Report .......................................................................................................... 5
(2) Audit Committee’s Review Report……………………………………..................... 7
(3) 2020 Parent Company Only Financial Statements and Report................................... 8
(4) 2020 Consolidated Financial Statements and Report.................................................. 17
(5) Comparison table for the Procedures for Election of Directors before and after the amendment 26
(6) List of Director Candidates......................................................................................... 27
Appendices
(1) Rules and Procedures for Shareholders' Meeting ............................. ......................... 28
(2) Articles of Incorporation ............................................................................................. 30
(3) Procedures for Election of Directors (Before the amendments) ................................. 34
(4) Shareholdings of All Directors................................................................. ................... 37

1

Report Items

1. To report the business of 2019

Explanation:

The 2020 Business Report is attached hereto as Attachment 1 (page 5).

2. Audit Committee's Review Report

Explanation:

The 2020 Audit Committee’s review report is attached hereto as Attachment 2 (page 7).

3. Report on Accumulated Losses Reaching One-Half of Paid-in Capital

Explanation:

The accumulated loss of the company as of December 31, 2020 is NT$2,005,320,696, which has reached one-half to the NT$3,253,323,960 of the company’s paid-in capital. However, the total asset is NT$8,807,966,000, which is still enough to cover the debt incurred by NT$7,562,603,000.

Ratification Matters

1. To accept 2020 Business Report and Financial Statements (proposed by the Board of Directors) Explanation:

  • (1) The 2020 Financial Statements were audited by the independent auditors, Yung-Chi, Lai and LiChen, Peng of BAKERK TILLY CLOCK & CO.

  • (2) For the 2020 Independent Auditors' Report, and the 2020 Financial Statements, please refer to Attachments 3~4 (pages 8~25).

  • (3) For the 2020 Business Report, please refer to Attachment 1 (page 5). Resolution:

2. To accept the proposal for 2020 Deficit Compensation (proposed by the Board of Directors)

Explanation:

OPTIMAX TECHNOLOGY CORPORATION

2020 Deficit Compensation

In New Taiwan Dollars
Amount
-2,017,575,875
-4,208,606
16,463,785
-2,005,320,696
In New Taiwan Dollars
Amount
-2,017,575,875
-4,208,606
16,463,785
-2,005,320,696
Items Amount
The initial accumulated deficit
Plus: Other comprehensive profit (loss)
(2020 actuarial loss of defined benefit plans)
2020 net profit
The end accumulated deficit
-2,017,575,875
-4,208,606
16,463,785
-2,005,320,696
Chairman:Peter, Chao
President:Peter, Chao
Accounting Officer:Zong-Ze, Chen

Resolution:

2

Discussion Matters

1. To approve the proposal of Capital Reduction (Proposed by the Board of Directors) Explanation:

  • (1) In order to improve the financial structure and make up for the accumulated losses on the book, the company plans to reduce capital in accordance with the relevant provisions of the Company Law. The NT$1,553,323,960, 155,332.396 shares were cancelled, and the capital reduction ratio was 47.74575%, which was used to make up for accumulated losses.

  • (2) The company’s paid-in capital is NT 3,253,323,960, divided into 325,332,396 shares, each the amount is NT$10, and the paid-in capital after the capital reduction is NT$1,700,000,000, divided into 170,000,000 shares, each with a denomination of NT$10.

  • (3) After the capital reduction proposal is approved by the shareholders meeting and submitted to the competent authority for approval, the board of directors is authorized to set the capital reduction benchmark. Date and the base date of capital reduction and share conversion, and will be cancelled according to the shareholder’s shareholding ratio recorded in the shareholder register on the base date of capital reduction and share conversion. Except for shares, 4,774,575 shares will be cancelled for every 1,000 shares (that is, 522.5425 shares are exchanged for every 1,000 shares). After the capital reduction, less than one odd share can be issued by the shareholder from five days before the closing date of the capital reduction and share transfer to the day before the closing of the transfer. At the end of the day, register with the company’s stock affairs agency to merge into a whole share. If it is not pieced together or there is still less than one share after the piece, it will be calculated proportionally based on the closing price on the last trading day of the public centralized stock trading market before the date of the capital reduction and share conversion benchmark. Discounted cash (to offset the transfer fee of the collective security transfer account), calculated to the end of yuan. The following is discarded, and its shares authorize the chairman to contact a specific person to purchase it at the closing price.

  • (4) Subsequent changes in the company’s share capital will affect the number of shares outstanding and the shareholder’s capital reduction ratio. When this changes and needs to be adjusted, it is proposed to ask the shareholders meeting to authorize the chairman of the board to handle it.

  • (5) Matters related to capital reduction, if approved and amended by the competent authority, or need to be changed or amended in response to the objective environment. At that time, it is proposed to ask the shareholders meeting to authorize the chairman of the board to handle relevant matters.

  • (6) The rights and obligations of this capital reduction for new shares are the same as the original shares.

Resolution:

2. To approve the amendment to the Procedures for Election of Directors (Proposed by the Board of Directors)

Explanation:

  • (1) According to the regulatory requirements, it is proposed to amend the Procedures for Election of Directors.

  • (2) The comparison table for the ”Procedures for Election of Directors” before and after amendment is attached hereto as Attachment 5 (page 26).

Resolution:

3

Election Matters

1. To elect eleven Directors (including four Independent Directors) (Proposed by the Board of Directors)

Explanation:

  • (1) Upon the expiration of the terms of all OPTIMAX Directors, the Board of Directors resolved that eleven Directors (including four Independent Directors) will be elected at this Annual Shareholders’ Meeting. The tenure of newly elected directors shall be 3 years, commencing on June 24th, 2021 and expiring on June 23th, 2024.

  • (2) The directors shall be elected by adopting candidates nomination system as specified in Article 192-1 of the ROC Company Law. The directors shall be elected from the nominated candidates, whose education and professional qualifications, experience and relevant information, as well as the rationale for nomination of independent directors who have served for three or more consecutive terms, are attached hereto as Attachment 6 (page 27).

Voting by Poll:

Other Matters

1. Proposal of Release the Prohibition on Directors from Participation in Competitive Business (Proposed by the Board of Directors)

Explanation:

  • (1) Proposal for release the prohibition on directors from participation in competitive business.

  • (2) The list of the directors participation in competitive business is as follows.

Position Name Participation in Competitive Business
Chairman Peter Chao Chairman, Cyclone Investment Co., Ltd.
Institutional
Director

Jiu-Ru Investment Co., Ltd.
Representative: Jin-De, Wang
Chairman, Jiu-Ru Investment Co., Ltd.
Institutional
Director

Shi-Hong Industrial Co., Ltd.
Representative: Shu-Ping, Wu
Senior Manager, Kong Foods Co., Ltd.
Institutional
Director

Shi-Hong Industrial Co., Ltd.
Representative: Shi-Fen, Lin
Executive Director, Kong Foods Co., Ltd.
Director Qi-Bang, Yu Chairman, Furuto International Corporation
Director Chang-Shu, Jiang Chairman, Hong-Da Electric Industrial
Technician Office
Independent
Director
Min, Chao Director, Taicrystal International
Technologies Co., Ltd.

Resolution:

Questions and Motions

Meeting Adjourn

4

Attachment 1

2020Business Report

I. 2020 Business Report:

(I) The results of implementation of the business plan

In 2020, due to the COVID-19, people in most countries were unable to engage in activities such as going to work, school, and traveling. On the contrary, the demand of panels such as TV and PC or monitor (display) for notebook, computers and other TFT-LCD products have risen, which have also led to an increase in panel prices. Although the price of polarizers has not risen sharply, the price has remained at a certain level. The company's current products include TFT-LCD polarizers for TV and Monitor, TN/STN polarizers for industrial computers, and vehicle-mounted dye-based and iodine-based polarizers. It also continues to develop new products such as sunglasses and VR products. In 2020, with the efforts of the company’s chairman and all colleagues, the gross profit was maintained at 18.43% and the operating profit ratio was maintained at 4.9%, which is not easy. In terms of non-operating income and expenditure, the rental income increased from NT$101,718,000 in 2019 to NT$132,336,000 in 2020 and the disposition loss of real estate, plant and equipment was NT$15,180,000. The sharp appreciation of the New Taiwan dollar resulted in an exchange loss of NT$37,372,000. However, due to the disposal of the Pingzhen No.5 Factory, an interest of NT$50,607,000 was generated, and the non-current assets of the branch in Southern Taiwan Science Park to be sold resulted in benefits of NT$135,994,000 on reversal of impairment loss. To sum up, in 2020, the net profit before tax was NT$31,198,000 and the net profit after tax was NT$16,464,000. Looking forward to the future, the management team will continue to uphold the management model and the spirit of perseverance and the pursuit of maximum profit. Moreover, Optimax will continue to expand sunglasses, vehicle-mounted products and VR products to increase profit. In terms of non-operating income and expenditure, the Pingzhen No.2 Factory, as well as the idle equipment, will be aggressively disposed to repay bank loans and reduce interest expenses to improve financial conditions, and pursue the company's maximum profit as the goal, so as to live up to the expectations of all shareholders.

(II) Analysis of the budget enforcement, receipts and expenditures, and profitability:

(II) Analysis of the budget enforcement, receipts and expenditures, and profitability: (II) Analysis of the budget enforcement, receipts and expenditures, and profitability: (II) Analysis of the budget enforcement, receipts and expenditures, and profitability: (II) Analysis of the budget enforcement, receipts and expenditures, and profitability: (II) Analysis of the budget enforcement, receipts and expenditures, and profitability: (II) Analysis of the budget enforcement, receipts and expenditures, and profitability: (II) Analysis of the budget enforcement, receipts and expenditures, and profitability:
In Thousands of New Taiwan Dollars;%
Item 2020 % 2019 % Amount of
increase/decrease
%
Operatingrevenue 2,417,836 100.00 2,514,724 100.00 (96,888) (3.85)
Operating grossprofit 445,622 18.42 488,908 19.44 (43,286) (8.85)
Operatingnetprofit 118,443 4.90 145,686 5.79 (27,243) (18.70)
Annual netprofit(loss) 31,198 1.29 (126,729) (5.04) 157,927 124.62
Annual netprofit(loss)of tax 16,464 0.68 (169,313) (6.73) 185,777 109.72

The turnover decreased by NT$96,888,000 in 2020 compared with the previous year, and the gross profit margin decreased from 19.44% in 2019 to 18.43% in 2020. The revenue was not as good as expected due to the COVID-19 in the first quarter of 2020 and product mix differences. In terms of operating expenses, the sales and marketing expenses decreased by NT$4,249,000; the management expenses decreased by NT$11,531,000; the research and development expenses decreased by NT$2,359,000; the expected credit impairment losses increased by NT$2,096,000, compared with all that in 2019. To sum up, the overall operating expenses in 2020 decreased by NT$ 16,043,000 compared with that in 2019. In terms of nonoperating income and expenditure, due to the sharp appreciation of the New Taiwan dollar, the exchange rate in 2020 resulted in an exchange loss of NT$37,372,000, an increase of NT$15,423,000 compared with the exchange loss of NT$21,949,000 in 2019. Other income increased by NT$46,124,000 compared with that in 2019, mainly because of rental income increased by NT$30,618,000 compared with that in 2019. For other benefits and losses, the disposal of non-current assets to be sold in 2020 is NT$50,607,000 and the reversal of investment real estate impairment in 2020 is NT$135,994,000, which is an increase of NT$135,093,000 from NT$901,000 in 2019. For the above main reasons, the net profit after tax in 2020 was increased by NT$185,777,000 compared with the net loss after tax of NT$169,313,000 in 2019.

5

Item 2020 2019
Analysis of financial
Structure
Debt to asset ratio(%) 85.86 86.23
Long-term fund to real estate, factory,
and Equipment ratio(%)
332.22 296.34
Analysis of debt-paying
structure
Current Ratio(%) 362.58 111.40
Quick Ratio(%) 296.22 63.84
Analysis of profitability ROA(%) 1.32 (0.69)
ROE(%) 1.32 (12.8)
Netprofit(loss)ratio(%) 0.68 (6.73)
Basic earningsper share(NT$) 0.05 (0.52)

(III) Status of production and R&D

The development direction is mainly on vehicle-mounted products and cost reduction. Therefore, the part of vehicle-mounted products will focus on improving reliability to meet the increasing reliability requirements of customers; the cost reduction part will target the localization of materials, such as PVA, TAC and PSA materials.

The development direction of each product as follows:

  1. In the development of large-size TV/MNT products, in response to the regular price reduction needs of customers, it is necessary to evaluate cheap materials. Therefore, the manufacturers of PVA and TAC are mainly based in Taiwan and South Korea, and the which in Chinese Mainland will be also added in the future.

  2. In the application of small and medium-sized, the dye-based polarizers, besides the original industrial control products, such as electricity meters, the new application of electronic rearview mirrors has also developed a corresponding polarizers. In the vehicle-mounted plarizers, how to improve the reliability (from the original guaranteed 95 degrees to 105 degrees) and how to match the customer panel design to improve the viewing angle to meet the specifications of European OEM5.1 version are the key points of development in the future.

  3. For the sunglasses ploarizers, we will continue to develop new products in response to customer needs.

  4. For the surface self-coated products, as the yield rate rises, the self-made ratio will be higher and higher.

II. Future planning

(I) The principle of operation and policy of production and sale

  1. The principle of stable operation, stable quality and rise yield to reduce costs.

  2. Repay long-term and short-term bank loans to reduce interest expenses.

  3. Concentrate resources on the development of high-margin polarizer products, such as high weather resistant vehicle-mounted applications and thinner polarizers, as well as polarizers for VR products.

  4. Aggressively dispose of the plant and related ancillary equipment of Pingzhen No.2 Factory and revitalize the idle assets.

(II) The Company's future strategy of development

  1. Develop important clients to increase the company's revenue, such as LCD panel manufacturers in Chinese Mainland.

  2. Do not compete in the low-margin market, and strive to muscle for the niche market with high gross profit and high cash inflow.

  3. Fully develop polarizers for high weather resistant vehicle-mounted and VR products, in addition to the sunglasses ploarizers.

  4. Continue to develop new clients in Taiwan, Chinese Mainland, Japan and South Korea.

Chairman Peter, Chao President Peter, Chao Accounting Officer Zong-Ze, Chen

6

Attachment 2

Audit Committee's Review Report

The Board of Directors has made and reported the Company's 2020 financial statement, the business report, and the Proposal of Deficit Compensation. The Audit Committee found no discrepancy between the reported documents and facts after verifying. The Audit Committee hereby produced and sent forth the report according to Article 14-4 of the Securities and Exchange Act and Article 219 of the Company Act.

To: Optimax Technology Corporation 2021 Annual General Meeting.

Chairman of the Audit Committee Nai-tu, Zheng March 25, 2021

7

Attachment 3

Independent Auditors’ Report

To the Board of Directors of Optimax Technology Corporation:

Opinion

We have audited the parent company only financial statements of Optimax Technology Corporation (“the Company”), which comprise the balance sheets as of December 31, 2020 and 2019, the statements of comprehensive income, statements of changes in equity, and statements of cash flows for the years ended December 31, 2020 and 2019, and notes to the parent company only financial statements including a summary of significant accounting policies.

In our opinion, the accompanying parent company only financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and its financial performance and its cash flows for each of the years then ended, in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers.

Basis for Opinion

We conducted our audits by following the regulations governing auditing and attestation of financial statements by certified public accountants and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Parent Company Only Financial Statements section of our report. We are independent of the Company in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the audits report of other independent accountants, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Parent Company Only financial statements for the current period. These matters were addressed in the context of our audit of the Parent Company Only financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters. Key audit matters for the Company’s financial statements of the current period are stated as follows:

  1. Expression and disclosure of non-current assets held for sale

For the accounting policy of the non-current assets held for sale, please refer to Note 4 (6) of the Parent Company Only financial report; for the accounting items of non-current assets held for sale, please refer to the Note 6 (6) of the Parent Company Only financial report.

In order to activate assets and reduce operating expenses, Optimax Technology Corporation sold the branch in Southern Taiwan Science Park and related ancillary equipment to Taiwan Semiconductor Manufacturing Co., Ltd. on August 12, 2020 through a resolution of the board of directors and signed a real estate purchase contract on October 19, 2020 with a total price of NT$3,832,500,000 (tax included). The above asset disposal is assessed by the management to be completed within one year.

8

In accordance with International Financial Reporting Standards No. 5, the book value and the public value minus the cost of sale will be used to reduce the amount of assets, and the non-current assets for sale will be transferred. The amount of other assets is significant, and the classification and expression of the Parent Company Only financial report involves management's assessment of the possibility of asset sales, so non-current assets held for sale is listed as one of the key audit matters.

The concern of audit procedure:

(1) Understand the procedures and internal control of the acquisition or disposal of assets by Optimax Technology Corporation, and evaluate the design and implementation of the internal control of major asset transactions effective.

(2) Review the proceedings of the board of directors' resolutions to dispose of assets, the written consent of the creditor bank, and the signed asset disposal contract, to confirm that the management has obtained the purchase commitment and meets the general conditions and business practices, and has been approved by the creditor bank for evaluation. Whether the timing of the transfer of non-current assets to be sold is appropriate or not.

  • (3) When the classification is confirmed as a non-current asset for sale, the management obtains the fair value evaluation information of the asset, evaluates the reasonableness of the fair market value, and recalculates the amount of impairment loss (recovery benefit).

  • (4) Assess whether the management's expression and disclosure of non-current assets held for sale meets the requirements to determine the adequacy of the financial report expression.

  • Asset impairment assessment

For the accounting policy of asset impairment, please refer to Note 4 (10) of the Parent Company Only financial report; for the uncertainty of the accounting estimates and assumptions of the asset impairment assessment, please refer to Note 5 of the Parent Company Only financial report.

Optimax Technology Corporation is a highly capitalized industry and is facing interference from many factors such as the economic environment and industry competition; because the assessment of asset impairment requires the process of predicting and discounting future cash flows to estimate the recoverable amount, and this process is inherently highly uncertain, therefore the asset impairment assessment is listed as one of the key audit matters.

The concern of audit procedure:

  • (1) Understand the relevant policies and processing procedures of Optimax Technology Corporation and its subsidiaries for impairment assessment, and assess the cash-generating units recognized by the management for impairment and the signs of internal and external impairment.

  • (2) Consider whether all assets that require annual impairment testing have been fully included in the management evaluation procedure.

  • (3) Assess the rationality of the evaluation method used by management to measure the recoverable amount.

  • (4) For the recoverable amount determined by the independent evaluation report issued by the third party appointed by Optimax Technology Corporation and its subsidiaries, review the reasonableness of the relevant assumptions, and evaluate the qualification and independence of the appraiser to confirm the Fair value of investment real estate.

9

  • (5) Assess the uncertainties and related assumptions involved in the process of asset impairment loss, and consider whether the relevant disclosures of Optimax Technology Corporation and its subsidiaries are sufficient.

Emphasis on matters-extension of the joint loan case

As stated in Notes 6 (12) and 6 (16) of the Parent Company Only financial statement, in accordance with the ”Key Points for the Ministry of Economic Affairs to Assist Enterprises in Handling Bank Credit and Debt Negotiations'', Optimax Technology Corporation applied to the Industrial Bureau of the Ministry of Economic Affairs on April 10, 2020, to assist in the negotiation of bank claims and debts, requesting that short-term credit extension periods be extended to December 7, 2021, and medium and long-term loans extended for one year. The bank was held a delegation meeting on June 19, 2020, and on November 17, 2020, the majority of creditor banks agreed through written consent that the short-term credit extension periods was extended to December 7, 2021 and the mid- and long-term loan repayment period was extended for one year. All operating procedures were completed on December 30, 2020. Optimax Technology Corporation applied to the Industrial Bureau of the Ministry of Economic Affairs on April 25, 2019, in accordance with the” Key Points for the Ministry of Economic Affairs to Assist Enterprises in Handling Bank Credit and Debt Negotiations'', to assist in the negotiation of bank claims and debts, requesting that short-term credit extension periods be extended to December 7, 2020, and medium and long-term loans extended for one year. The bank was held a delegation meeting on June 26, 2019, and on November 25, 2019, the majority of creditor banks agreed through written consent that the short-term credit extension periods was extended to December 7, 2020 and the mid- and long-term loan repayment period was extended for one year. All operating procedures were completed on March 3, 2020. The accountant did not amend the review results.

Responsibilities of management and those charged with governance for the separate financial statements

Management is responsible for the preparation and fair presentation of the separate financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”, and for such internal control as management determines is necessary to enable the preparation of separate financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the separate financial statements, management is responsible for assessing the ability of Optimax Technology Corporation. to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate Optimax Technology Corporation. or to cease operations, or has no realistic alternative but to do so. Those charged with governance, including Audit Committee, are responsible for overseeing the financial reporting process of Optimax Technology Corporation.]

Independent auditor’s responsibilities for the audit of the separate financial statements

Our objectives are to obtain reasonable assurance about whether the separate financial statements as a whole area free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ROC GAAS will always detect a material misstatement when it exists.

10

Misstatements can arise from fraud or error and are considered material if, Parent Company Onlyly or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these separate financial statements.

As part of an audit in accordance with ROC GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identifying and assess the risks of material misstatement of the separate financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of no detecting a material misstatement resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control of Optimax Technology Corporation.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of Optimax Technology Corporation. to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the separate financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause Optimax Technology Corporation. to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the separate financial statements, including the disclosures, and whether the separate financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within Optimax Technology Corporation. to express an opinion on the separate financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

11

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the separate financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our auditor’s report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

BAKERK TILLY CLOCK & CO. Taiwan (Republic of China) March 25, 2021

The accompanying financial statements are intended only to present the financial position, financial performance, and cash flows in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards, International Accounting Standards, interpretations as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China. The standards, procedures and practices to review such financial statements are those generally accepted and applied in the Republic of China. The independent auditors’ review report and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English version and Chinese version, the Chinese-language independent auditors’ review report and financial statements shall prevail.

12

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) OPTIMAX TECHNOLOGY CORPORATION

Parent Company Only Balance Sheets December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Assets December 31, 2020
December 31, 2019
Amount
%
Amount
%
Current assets
Cash and cash equivalents

Current financial assets at amortized cost
Accounts receivable, net
Accounts receivable from related parties, net
Other receivables
Current inventories
Prepayments
Non-current assets or disposal groups classified
as held for sale, net
Other current financial assets
Other current assets
$ 162,114
2
320,035
4
35,800
-
42,309
-
770,909
9
645,405
7
-
-
105,903
1
305,274
3
307,524
3
957,134
11
976,182
11
44,988
1
10,982
-
3,106,341
36
147,252
2
79
-
78
-
1,698
-
2,581
-
Total current assets 5,384,337
62
2,558,251
43
Noncurrent assets
Investments accounted for using equity method
Property, plant and equipment
Right-of-use assets
Investment property, net
Deferred tax assets
Other non-current financial assets
Other non-current assets
106,299
1
83,476
1
2,210,231
25
2,326,928
26
6,586
-
9,698
-
693,783
8
3,737,871
41
161,976
2
175,076
2
180,393
2
129,750
2
7,429
-
6,900
-
Total non-current assets 3,366,697
38
6,469,699
72
Total Assets
$ 8,751,034
100
9,027,950
100
Liabilities and Stockholders’ Equity
Current liabilities
Short-term loans

Accounts payable
Other payables
Current provisions
Current lease liabilities
Current Portion of Long-term Debt
Current refund liabilities
Other current liabilities
$ 702,290
8
741,590
8
178,237
2
162,514
2
280,702
3
137,203
2
13,906
-
13,906
-
18,753
-
17,750
-
111,957
1
920,347
10
7,775
-
19,311
-
120,860
2
28,011
-
Total current liabilities 1,434,480
16
2,040,632
22
Noncurrent liabilities
Long-term borrowings
Deferred tax liabilities
Non-current lease liabilities
Non-current net defined benefit liability
Guarantee deposits
Investments liabilities for usingequitymethod
5,366,681
62
4,937,227
55
147
-
438
-
693,008
8
682,624
8
11,355
-
11,428
-
-
-
2,996
-
-
-
118,000
1
Total non-current liabilities 6,071,191
70
5,752,713
64
Total liabilities 7,505,671
86
7,793,345
86
Equity
Common stock
Retained earnings
Accumulated deficit
Other components of equity
3,253,324
37
3,253,324
36
(2,005,321)
(23)
(2,017,576)
(22)
(2,640)
-
(1,143)
-
Total equity 1,245,363
14
1,234,605
14
Total liabilities and equity
$ 8,751,034
100
9,027,950
100

13

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)

OPTIMAX TECHNOLOGY CORPORATION

Parent Company Only Statements of Comprehensive Income For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)

Total operating revenue
Total operating costs
2020
Amount
%
2019
Amount
%
$ 2,416,667
100
(1,972,149)
(82)
2,508,959
100
(2,027,627)
(81)
Gross profit from operations 444,518
18
481,332
19
Operating expenses
Selling expenses
Administrative expenses
Research and development expenses
Impairment loss (impairment gain and reversal
of impairment loss) determined in accordance
with IFRS 9
(112,470)
(5)
(139,259)
(6)
(51,788)
(2)
(9,336)
(109,652)
(5)
(153,105)
(6)
(54,147)
(2)
(6,465)
Total operating expenses (312,853)
(13)
(323,369)
(13)
Net operating income 131,665
5
157,963
6
Non-operating income and loss
Interest income
409

Other income
92,727
4
Other gains and losses – net
(67,437)
(3)
Finance costs
(126,583)
(5)
Impairment loss (impairment gain and reversal
of impairment loss) determined in accordance
with IFRS 9
(21,207)
(1)
Share of profit (loss) of subsidiaries accounted
for usingequitymethod
21,624
1
998

66,785
3
(206,423)
(8)
(135,250)
(5)


(10,802)
(1)
Total non-operating income and expenses
(100,467)
(4)
(284,692)
(11)
Profit (loss) from continuing operations before tax
31,198
1
Total tax expense (income)
(14,734)
(1)
(126,729)
(5)
(42,584)
(2)
Net Income
16,464
(169,313)
(7)
Other comprehensive income
Components of other comprehensive income that
will not be reclassified to profit or loss
Remeasurement of defined benefit obligations
(4,209)

Unrealised gains (losses) from investments in
equity instruments measured at fair value
through other comprehensive income


Components of other comprehensive income
that will be reclassified to profit or loss
Exchange differences on translating the
financial statements of foreign operations
(1,872)

Income tax related to components of other
comprehensive income that will be reclassified
to profit or loss
375
(5,603)

(7)

259

(52)
Other comprehensive income (loss), net of tax
(5,706)
(5,403)
Total comprehensive income
$ 10,758
(174,716)
(7)
Earnings per share
Basic earnings per share
$ 0.05
(0.52)

14

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)

OPTIMAX TECHNOLOGY CORPORATION

Parent Company Only Statements of Changes in Equity For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Accounting Title
Common stock
Accumulated deficit
Other components of equity
Total equity
Foreign Currency
Translation
differences
Unrealized gains(losses)
from financial assets at
fair value through other
comprehensive income
For the year ended January 1, 2019
$ 3,253,324 $ (1,842,660)
$ (1,343)
$
$ 1,409,321
Consolidated net price (loss))

(169,313)
Other comprehensive income (loss)

(5,603)
Total comprehensive income (loss)

(174,916)


(169,313)
207
(7)
(5,403)
207
(7)
(174,716)
For the year ended December 31,2019
$ 3,253,324 $ (2,017,576)
$ (1,136)
$ (7)
$ 1,234,605
For the year ended January 1, 2020
$ 3,253,324 $ (2,017,576)
$ (1,136)
$ (7)
$ 1,234,605
Net Income

16,464
Other comprehensive income(loss)

(4,209)
Total comprehensive income (loss)

12,255


16,464
(1,497)

(5,706)
(1,497)

10,758
Balance at December 31, 2020
$ 3,253,324 $ (2,005,321)
$ (2,633)
$ (7)
$ 1,245,363

15

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese) OPTIMAX TECHNOLOGY CORPORATION

Parent Company Only Statements of Cash Flows For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities
Income beforeincometax
2020
2019
$ 31,198
(126,729)
Adjustments to reconcile profit (loss):
Depreciation expense
Amortization expense
Expected credit loss
Interest expense
Interest income
Share of loss (profit) of subsidiaries accounted for using equity
method
Loss (gain) on disposal of property, plan and equipment
Property, plan and equipment transferred to expenses
Loss (gain) on disposal of investment properties
Loss (gain) on disposal of non-current assets classified
as held for sale
Reversal of impairment loss on non-financial assets
Unrealized foreign exchange loss (gain)
Lease liabilities transferred to other income
Accumulated exchange differences classified to exchange loss
(gain) on disposal of foreign operation
Changes in operating assets and liabilities
Decrease (increase) in accounts receivable
Decrease (increase) in other receivable
Decrease (increase) in inventories
Decrease (increase) in prepayments
Decrease (increase) in other current assets
Increase (decrease) in accounts payable
Increase (decrease) in other payable
Increase (decrease) in Provisions
Increase (decrease) in other current liabilities
Increase (decrease) in net defined benefit liability
Cash generated from operation
Cash received from interest income
Cash paid for interest
Income taxes(paid)refunded
235,369
291,386
989
3,439
30,543
6,465
126,583
135,250
(409)
(998)
(21,624)
10,802
14,513
8,211

6
15
(1,095)
(50,607)

(153,823)
(1,993)
17,571
21,666
(2,806)

(2,735)

(143,230)
(73,919)
(24,166)
(10,802)
19,048
(14,651)
(33,913)
14,927
6,133
(732)
39,773
55,221
140,950
5,144

417
78,563
30,381
(4,282)
(2,613)
303,653
349,783
418
997
(127,099)
(135,298)
18
(41)
Net cashprovided byoperatingactivities 176,990
215,441
Cash flows from investing activities
Acquisition of financial assets at amortised cost
Proceeds from disposal of financial assets at amortized cost
Proceeds from disposal of non-current assets as held for sale
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of investment properties
Proceeds from disposal of investment properties
Decrease (increase) in other financial assets
Increase in other non-current assets
(4,000)
(34,309)
10,509

55,905

(7,556)
(10,403)
4,655
3,512
(5,185)
(1,798)

3,000
(50,644)
25,194
(3,142)
(6,836)
Net cash used in investingactivities 542
(21,640)
Cash flows from financing activities
Increase in short-term loans
Repayments of long-term debt
Increase in guarantee deposits received
Decrease in guarantee deposits received
Payments of lease liabilities
46,725
61,260
(350,434)
(332,530)
192
50
(438)

(15,753)
(17,115)
Net cash flows from(used in)financingactivities (319,708)
(288,335)
Effect of change rate changes on cash and cash equivalents (15,745)
(3,067)
Net decrease (increase) in cash and cash equivalents
Cash and cash equivalents at beginningofperiod
(157,921)
(97,601)
320,035
417,636
Cash and cash equivalents at end ofperiod $ 162,114
320,035

16

Attachment 4

Independent Auditors’ Report

To the Board of Directors of Optimax Technology Corporation:

Opinion

We have audited the accompanying consolidated balance sheets of Optimax Technology Corporation and its subsidiaries (the “Group”) as at December 31, 2020, and 2019, and the related consolidated statements of comprehensive income, of changes in equity and cash flows for the years, then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies, and others explanatory information.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of Optimax Technology Corporation and its subsidiaries as at December 31, 2020, and 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended by following the “Regulations Governing the Preparation of Financial Reports by Securities issuers” and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretation as endorsed by the Financial Supervisory Commission.

Basis for Opinion

We conducted our audits by following the regulations governing auditing and attestation of financial statements by certified public accountants and generally accepted auditing standards in the Republic of China (ROC GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the Code of Professional Ethics for Certified Public Accountants in the Republic of China (the “code”), and we have fulfilled our other ethical responsibilities in accordance with the Code. Based on our audits and the audits report of other independent accountants, we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements for the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole and, in forming our opinion thereon, we do not provide a separate opinion on these matters. Key audit matters for the Group’s consolidated financial statements of the current period are stated as follows:

  1. Expression and disclosure of non-current assets held for sale

For the accounting policy of the non-current assets held for sale, please refer to Note 4 (7) of the consolidated financial report; for the accounting items of non-current assets held for sale, please refer to the Note 6 (7) of the consolidated financial report.

In order to activate assets and reduce operating expenses, Optimax Technology Corporation and its subsidiaries sold the branch in Southern Taiwan Science Park and related ancillary equipment to Taiwan Semiconductor Manufacturing Co., Ltd. on August 12, 2020 through a resolution of the board of directors and signed a real estate purchase contract on October 19, 2020 with a total price of NT$3,832,500,000 (tax included). The above asset disposal is assessed by the management to be completed within one year.

17

In accordance with International Financial Reporting Standards No. 5, the book value and the public value minus the cost of sale will be used to reduce the amount of assets, and the non-current assets for sale will be transferred. The amount of other assets is significant, and the classification and expression of the consolidated financial report involves management's assessment of the possibility of asset sales, so noncurrent assets held for sale is listed as one of the key audit matters.

The concern of audit procedure:

(5) Understand the procedures and internal control of the acquisition or disposal of assets by Optimax Technology Corporation and its subsidiaries, and evaluate the design and implementation of the internal control of major asset transactions effective.

(6) Review the proceedings of the board of directors' resolutions to dispose of assets, the written consent of the creditor bank, and the signed asset disposal contract, to confirm that the management has obtained the purchase commitment and meets the general conditions and business practices, and has been approved by the creditor bank for evaluation. Whether the timing of the transfer of non-current assets to be sold is appropriate or not.

(7) When the classification is confirmed as a non-current asset for sale, the management obtains the fair value evaluation information of the asset, evaluates the reasonableness of the fair market value, and recalculates the amount of impairment loss (recovery benefit).

(8) Assess whether the management's expression and disclosure of non-current assets held for sale meets the requirements to determine the adequacy of the financial report expression.

4. Asset impairment assessment

For the accounting policy of asset impairment, please refer to Note 4 (10) of the consolidated financial report; for the uncertainty of the accounting estimates and assumptions of the asset impairment assessment, please refer to Note 6 (8) and Note 6 (11) of the consolidated financial report.

Optimax Technology Corporation is a highly capitalized industry and is facing interference from many factors such as the economic environment and industry competition; because the assessment of asset impairment requires the process of predicting and discounting future cash flows to estimate the recoverable amount, and this process is inherently highly uncertain, therefore the asset impairment assessment is listed as one of the key audit matters.

The concern of audit procedure:

(1) Understand the relevant policies and processing procedures of Optimax Technology Corporation and its subsidiaries for impairment assessment, and assess the cash-generating units recognized by the management for impairment and the signs of internal and external impairment.

  • (2) Consider whether all assets that require annual impairment testing have been fully included in the management evaluation procedure.

  • (3) Assess the rationality of the evaluation method used by management to measure the recoverable amount.

(4) For the recoverable amount determined by the independent evaluation report issued by the third party appointed by Optimax Technology Corporation and its subsidiaries, review the reasonableness of the relevant assumptions, and evaluate the qualification and independence of the appraiser to confirm the Fair value of investment real estate.

18

  • (5) Assess the uncertainties and related assumptions involved in the process of asset impairment loss, and consider whether the relevant disclosures of Optimax Technology Corporation and its subsidiaries are sufficient.

Emphasis on matters-extension of the joint loan case

As stated in Notes 6 (12) and 6 (16) of the consolidated financial statement, in accordance with the ”Key Points for the Ministry of Economic Affairs to Assist Enterprises in Handling Bank Credit and Debt Negotiations'', Optimax Technology Corporation applied to the Industrial Bureau of the Ministry of Economic Affairs on April 10, 2020, to assist in the negotiation of bank claims and debts, requesting that short-term credit extension periods be extended to December 7, 2021, and medium and long-term loans extended for one year. The bank was held a delegation meeting on June 19, 2020, and on November 17, 2020, the majority of creditor banks agreed through written consent that the short-term credit extension periods was extended to December 7, 2021 and the mid- and long-term loan repayment period was extended for one year. All operating procedures were completed on December 30, 2020. Optimax Technology Corporation applied to the Industrial Bureau of the Ministry of Economic Affairs on April 25, 2019, in accordance with the” Key Points for the Ministry of Economic Affairs to Assist Enterprises in Handling Bank Credit and Debt Negotiations'', to assist in the negotiation of bank claims and debts, requesting that short-term credit extension periods be extended to December 7, 2020, and medium and long-term loans extended for one year. The bank was held a delegation meeting on June 26, 2019, and on November 25, 2019, the majority of creditor banks agreed through written consent that the short-term credit extension periods was extended to December 7, 2020 and the mid- and longterm loan repayment period was extended for one year. All operating procedures were completed on March 3, 2020. The accountant did not amend the review results.

─ Other Matters Parent company only financial l reports

Optimax Technology Corporation has edited the Parent Company Only financial report in year 2020 and 2019, and the accountant and issued by this audit report expressed an unqualified opinion and an opinion of emphasis on matters paragraph on file for reference.

Responsibilities of management and those charged with governance for the separate financial statements

Management is responsible for the preparation and fair presentation of the separate financial statements in accordance with the “Regulations Governing the Preparation of Financial Reports by Securities Issuers”, and for such internal control as management determines is necessary to enable the preparation of separate financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the ability of ptimax Technology Corporation. to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate Optimax Technology Corporation or to cease operations, or has no realistic alternative but to do so. Those charged with governance, including Audit Committee, are responsible for overseeing the financial reporting process of Optimax Technology Corporation.

19

Independent auditor’s responsibilities for the audit of the separate financial statements

Our objectives are to obtain reasonable assurance about whether the separate financial statements as a whole area free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ROC GAAS will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, Parent Company Onlyly or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these separate financial statements.

As part of an audit in accordance with ROC GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  1. Identifying and assess the risks of material misstatement of the separate financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of no detecting a material misstatement resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  2. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control of Optimax Technology Corporation.

  3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of Optimax Technology Corporation. to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the separate financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause Optimax Technology Corporation. to cease to continue as a going concern.

  5. Evaluate the overall presentation, structure and content of the separate financial statements, including the disclosures, and whether the separate financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

  6. Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within Optimax Technology Corporation. to express an opinion on the separate financial statements. We are responsible for the direction, supervision and performance of the audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

20

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the separate financial statements of the year ended December 31,2019 and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our auditor’s report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

BAKERK TILLY CLOCK & CO. Taiwan (Republic of China) March 25, 2021

The accompanying financial statements are intended only to present the financial position, financial performance, and cash flows in accordance with the Regulations Governing the Preparation of Financial Reports by Securities Issuers and with the International Financial Reporting Standards, International Accounting Standards, interpretations as well as related guidance endorsed by the Financial Supervisory Commission of the Republic of China. The standards, procedures and practices to review such financial statements are those generally accepted and applied in the Republic of China. The independent auditors’ review report and the accompanying financial statements are the English translation of the Chinese version prepared and used in the Republic of China. If there is any conflict between, or any difference in the interpretation of the English version and Chinese version, the Chinese-language independent auditors’ review report and financial statements shall prevail.

21

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)

OPTIMAX TECHNOLOGY CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

December 31, 2020
December 31, 2019
Amount
%
Amount
%
Assets
Current assets
Cash and cash equivalents

Current financial assets at amortized cost
Accounts receivable, net
Other receivables
Current inventories
Prepayments
Non-current assets or disposal groups classified
as held for sale, net
Other current financial assets
Othercurrent assets
$ 172,404
2
337,14
4
64,577
1
42,309
1
770,909
9
734,820
8
148,586
2
38,072

957,134
11
976,182
11
45,674

11,593

3,106,341
35
148,382
2
79

78

1,698

2,581
Totalcurrent assets 5,267,402
60
2,291,165
26
Non-current assets
Non-current financial assets at fair value through
other comprehensive income
Property, plant and equipment
Right-of-use assets
Investment property, net
Deferred tax assets
Other non-current financial assets
Other non-current assets
26,262

25,830

2,213,910
25
2,331,737
26
6,586

9,698

943,994
11
3,996,375
45
161,976
2
175,076
2
180,393
2
129,750
1
7,443

6,914
Total non-current assets 3,540,564
40
6,675,380
74
Total Assets
$ 8,807,966
100
8,966,545
100
Liabilities and equity
Current liabilities
Short-term loans
Accounts payable
Other payables
Current provisions
Current lease liabilities
Current Portion of Long-term Debt
Current refund liabilities
Othercurrent liabilities
711,044
8
750,20
9
181,170
2
165,625
2
282,448
3
141,427
2
13,906

13,906

18,753

17,750

111,957
1
920,347
10
7,775

19,311

125,676
2
28,011
Totalcurrent liabilities 1,452,729
16
2,056,577
23
Non-current liabilities
Long-term borrowings
Deferred tax liabilities
Non-current lease liabilities
Non-current net defined benefit liability
Other non-current liabilities
5,366,681
61
4,937,227
55
147

438

693,008
8
682,624
8
11,355

11,428

38,683
1
43,646
Total non-current liabilities 6,109,874
70
5,675,363
63
Total liabilities
$ 7,562,603
86
7,731,940
86
Equity
Common stock
Retained earnings
Accumulated deficit
Other components of equity
3,253,324
37
3,253,324
36
(2,005,321)
(23)
(2,017,576)
(22)
(2,640)

(1,143)
Equityattributable to owners ofparent 1,245,363
14
1,234,605
14
Total equity 1,245,363
14
1,234,605
14
Total liabilities and equity $ 8,807,966
100
8,966,545
100

22

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)

OPTIMAX TECHNOLOGY CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars, Except for Earnings Per Common Share)

Amount
%
Amount
%
$ 2,417,836
100
(1,972,214)
(82)
2,514,724
100
(2,025,816)
(81)
Grossprofit from operations 445,622
18
488,908
19
Operating expenses
Selling expenses
Administrative expenses
Research and development expenses
Impairment loss (impairment gain and reversal
of impairment loss) determined in accordance
with IFRS 9
(119,305)
(5)
(147,370)
(6)
(51,788)
(2)
(8,716)
(123,554)
(5)
(158,901)
(6)
(54,147)
(2)
(6,620)
Total operatingexpenses (327,179)
(13)
(343,222)
(13)
Net operatingincome 118,443
5
145,686
6
Non-operating income and loss
Interest income
557

Other income
117,536
5
Other gains and losses
(57,548)
(2)
Finance costs
(126,583)
(5)
Impairment loss (impairment gain and reversal
of impairment loss) determined in accordance
with IFRS 9
(21,207)
(1)
1,080

71,412
3
(209,574)
(9)
(135,333)
(5)

Total non-operatingincome and expenses
(87,245)
(3)
(272,415)
(11)
Profit (loss) from continuing operations before
tax
31,198
2
Total tax expense(income)
(14,734)
(1)
(126,729)
(5)
(42,584)
(2)
Net Income
16,464
1
(169,313)
(7)
Other comprehensive income
Items that will not be reclassified to profit or loss
Remeasurements of the defined benefit plan
(4,209)

Unrealised gains (losses) from investments in
equity instruments measured at fair value
through other comprehensive income


Items that may be reclassified subsequently to
profit or loss
Exchange differences on translating the
financial statements of foreign operations
(1,872)

Income tax related to components of other
comprehensive income that will be reclassified
toprofit or loss
375
(5,603)

(7)

259

(52)
Other comprehensive income,net of tax
(5,706)
(5,403)
Total comprehensive income
$ 10,758
1
(174,716)
(7)
Profit (loss), attributable to:
Profit(loss),attributable to owners ofparent
$ 16,464
1
(169,313)
(7)
Total comprehensive income attributable to:
Profit(loss),attributable to owners ofparent
$ 10,758
1
(174,716)
(7)
Earnings per share
Basic earningsper share
$ 0.05
(0.52)

23

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)

OPTIMAX TECHNOLOGY CORPORATION AND SUBSIDIARIES

Consolidated Statements of Changes in Equity For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Accounting Title Equity attributable to owners of theparent
Common stock
Accumulated deficit
Other components of equity
Total equity
Foreign Currency
Translation
differences
Unrealized gains(losses)
from financial assets at
fair value through other
comprehensive income
Equity attributable to owners of theparent
Common stock
Accumulated deficit
Other components of equity
Total equity
Foreign Currency
Translation
differences
Unrealized gains(losses)
from financial assets at
fair value through other
comprehensive income
Other components of equity
Total equity
Foreign Currency
Translation
differences
Unrealized gains(losses)
from financial assets at
fair value through other
comprehensive income
For the year ended January 1, 2019
$ 3,253,324
$ (1,842,660)
$ (1,343)
$
$ 1,409,321
Consolidated net price (loss))

(169,313)
Other comprehensive income (loss)

(5,603)
Total comprehensive income (loss)

(174,916)


(169,313)
207
(7)
(5,403)
207
(7)
(174,716)
For the year ended December 31,2019 $ 3,253,324
$ (2,017,576)
$ (1,136)
$ (7)
$ 1,234,605
For the year ended January 1, 2020
$ 3,253,324
$ (2,017,576)
$ (1,136)
$ (7)
$ 1,234,605
Net Income

16,464
Other comprehensive income(loss)

(4,209)
Total comprehensive income (loss)

12,255


16,464
(1,497)

(5,706)
(1,497)

10,758
Balance at December 31, 2020
$ 3,253,324
$ (2,005,321)
$ (2,633)
$ (7)
$ 1,245,363

24

(English Translation of Consolidated Financial Statements and Report Originally Issued in Chinese)

OPTIMAX TECHNOLOGY CORPORATION AND SUBSIDIARIES Consolidated Statements of Cash Flows For the years ended December 31, 2020 and 2019

(Expressed in Thousands of New Taiwan Dollars)

Cash flows from operating activities
Income beforeincometax
2020
2019
$ 31,198
(126,729)
Adjustments to reconcile profit (loss):
Depreciation expense
Amortization expense
Expected credit loss
Interest expense
Interest income
Loss (gain) on disposal of property, plan and equipment
Property, plan and equipment transferred to expenses
Loss (gain) on disposal of investment properties
Loss (gain) on disposal of non-current assets classified
as held for sale
Reversal of impairment loss on non-financial assets
Unrealized foreign exchange loss (gain)
Deferred income transferred to income
Lease liabilities transferred to other income
Accumulated exchange differences classified to
exchange loss (gain) on disposal of foreign operation
Changes in operating assets and liabilities
Decrease (increase) in accounts receivable
Decrease (increase) in other receivable
Decrease (increase) in inventories
Decrease (increase) in prepayments
Decrease (increase) in other current assets
Increase (decrease) in accounts payable
Increase (decrease) in other payable
Increase (decrease) in Provisions
Increase (decrease) in other current liabilities
Increase (decrease) in net defined benefit liability
Cash generated from operation
Cash received from interest income
Cash paid for interest
Incometaxes (paid)refunded
248,438
316,747
989
3,439
29,923
6,620
126,583
135,333
(557)
(1,080)
15,180
14,941

6
94
(1,095)
(50,607)

(153,385)
(10,054)
15,435
3,832
(2,589)
(2,713)
(2,806)

(2,735)

(39,426)
(60,864)
(136,100)
(19,418)
19,048
(14,651)
(33,984)
14,633
6,133
(733)
39,595
57,282
139,237
6,091

417
83,379
30,381
(4,282)
(2,613)
328,761
349,772
566
1,079
(127,099)
(135,381)
18
(41)
Net cashprovided byoperatingactivities
$ 202,246
215,429
Cash flows from investing activities
Acquisition of financial assets at fair value through other
comprehensive income
Acquisition of financial assets at amortised cost
Proceeds from disposal of financial assets at amortised cost
Proceeds from disposal of non-current assets classified as held
for sale
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
Acquisition of investment properties
Proceeds of investment properties
Decrease (Increase) in other financial assets
Increase in other non-current assets

(17,220)
(39,592)
(49,635)
17,324
18,770
55,905

(7,556)
(10,439)
5,061
8,318
(5,185)
(1,798)

3,000
(50,644)
25,200
(3,142)
(6,837)
Net cash used in investingactivities
$
(27,829)
(30,641)
Cash flows from financing activities
Increase in short-term loans
Repayments of long-term debt
Increase in guarantee deposits received
Decrease in guarantee deposits received
Payments of lease liabilities
46,725
69,870
(350,434)
(332,530)
192
5,216
(438)
(3,035)
(15,753)
(17,115)
Net cash flows from(used in)financingactivities
$
(319,708)
(277,594)
Effect of change rate changes on cash and cash equivalents
Net decrease (increase) in cash and cash equivalents
Cash and cash equivalents at beginningofperiod
(19,453)
8,545
(164,744)
(84,261)
337,148
421,409
Cash and cash equivalents at end ofperiod
$
172,404
337,148

25

Attachment 5

Comparison table for the Procedures for Election of Directors before and after the amendment

After amendment Before amendment Before amendment Reason of
amendment
Article10
A voter must enter the candidate's account
name or shareholder account number in the
"candidate" column of the ballot. However,
when the candidate is a governmental
organization or juristic-person shareholder,
the name of the governmental organization
or juristic-person shareholder shall be
entered in the column for the candidate's
account name in the ballot paper, or both the
name of the governmental organization or
juristic-person shareholder and the name of
its representative may be entered. When
there are multiple representatives, the names
of each respective representative shall be
entered.


Article10
~~If a candidate is a shareholder,~~
~~a~~voter must enter
the candidate's account name~~and~~
shareholder
account number in the "candidate" column of the
ballot;~~for a non~~
~~-~~
~~shareholder, the voter shall enter~~
~~the~~
~~candidate's full name and identity card~~
~~number~~
~~.~~However, when the candidate is a
governmental organization or juristic-person
shareholder, the name of the governmental
organization or juristic-person shareholder shall
be entered in the column for the candidate's
account name in the ballot paper, or both the
name of the governmental organization or
juristic-person shareholder and the name of its
representative may be entered. When there are
multiple representatives, the names of each
respective representative shall be entered.


According to the
amendment of the
Financial
Supervisory
Commission (FSC)
Issue date:
April 25, 2019
Issue no.:
Financial-
Supervisory-
Securities-Trading-
1080311451
Article 11
A ballot is invalid under any of the
following circumstances:
1. The ballot was not prepared by a person
with the right to convene.
2. A blank ballot is placed in the ballot box.
3. The writing is unclear and indecipherable
or has been altered.
4. The candidate whose name is entered in
the ballot does not conform to the director
candidate list.
5. Other words or marks are entered in
addition to the number of voting rights
allotted.
6. Two or more candidates are listed in the
same ballot.

Article 11
A ballot is invalid under any of the following
circumstances:
~~1.~~
~~The ballot was not prepared by the board of~~
~~directors.~~
2. A blank ballot is placed in the ballot box.
3. The writing is unclear and indecipherable or
has been altered.
~~4. The candidate whose name is entered in the~~
~~ballot is a shareholder,~~
~~but the candidate's~~
~~account name and shareholder account number~~
~~do not conform with those given in the~~
~~shareholder register, or the candidate whose~~
~~name is entered in the ballot is a non~~
~~-~~
~~shareholder, and a cross~~
~~-~~
~~check shows that the~~
~~candidate's name and i~~
~~dentity card number do~~
~~not match.~~
~~5. Other words or marks are entered in addition~~
~~to the candidate's account name or shareholder~~
~~account number (or identity card number) and~~
~~the number of voting rights allotted.~~
~~6 Th f th didt td i th~~
~~bllt~~


According to the
amendment of the
Financial
Supervisory
Commission (FSC)
Issue date:
April 25, 2019
Issue no.:
Financial-
Supervisory-
Securities-Trading-
1080311451
~~.~~
2.
3.
~~4~~

~~.~~
~~5~~
~~accoun name an sareoer accoun numer~~
~~do not conform with those given in the~~
~~shareholder register, or the candidate whose~~
~~name is entered in the ballot is a non~~
~~-~~
~~shareholder, and a cross~~
~~-~~
~~check shows that the~~
~~candidate's name and i~~
~~dentity card number do~~
~~not match.~~
~~Other words or marks are entered in addition~~
~~t th didt' t hhld~~
~~.~~
~~6~~
~~o e canaes accoun name or sareoer~~
~~t b ( idtit d b) d~~
~~accoun numer or eny car numer an~~
~~the number of voting rights allotted.~~
~~Th f th didt td i th~~
~~bllt~~
~~.~~ ~~e name o e canae enere n e~~
~~ao~~
~~is identical to that of another shareholder, but~~
~~no shareholder account number or identity~~
~~card number is provided in the ballot to~~
~~identify such~~
~~Parent Company Only~~
~~.~~

26

Attachment 6

OPTIMAX TECHNOLOGY CORPORATION

List of Director (Including Independent Director) Candidates

Title/Name Education Experience Present position Shareholdings
Director
Peter Chao
Ph.D. in
Dartmouth
College
Chairman, Taiwan Regional
Association of Adhesive Tape
Manufacturers
 Vice-President, Achem Opto-
Electronic Corporation
Chairman,
Optimax Technology
Corporation
34,831,503
Director
Wilson Chao
Master Degree in
Chemistry.
University of San
Francisco
Engineer, Foxconn
Technology Group
 Engineer, Chunghwa Picture
Tubes,Ltd.
Vice-President,
Optimax Technology
Corporation
4,669,674
Director
Jin-De, Wang
(Representative
of Jiu-Ru
Investment
Co., Ltd.)
Bachelor Degree,
National Taipei
Institute of
Technology
 Chairman, Jiu-Ru Investment
Co., Ltd.

Chairman, Jiu-Ru
Investment Co., Ltd.
1,521,828
Director
Shu-Ping, Wu
(Representative
of Shi-Hong
Industrial Co.,
Ltd.)
Bachelor Degree
in Business
Administration.
Ming Chuan
University
 Financial Manager, Kong
Foods Co., Ltd
Financial Senior
Manager, Kong Foods
Co., Ltd
1,333,712
Director
Shi-Fen, Lin
(Representative
of Shi-Hong
Industrial Co.,
Ltd.)
 Compliance office, JPMorgan
Chase Bank
Executive Director,
Kong Foods Co., Ltd.
1,333,712
LL.M. Degree

Master in Law
Northwestern
University
Director
Xiao-Nan Xiang
Bachelor Degree,
National Taipei
Institute of
Technology
 Executive Secretary, TSRAIA None 8,425
Director
Qi-Bang, Yu
Bachelor Degree,
Air Force Institute
of Technology
Technical adviser, Taiwan
Regional Association of
Adhesive Tape Manufacturers
 Executive Assistant to
President, Achem Opto-
Electronic Corporation
Chairman, Furuto
International
Corporation
0
Director
Chang-Shu, Jiang
 Chairman, 9th Board of
Directors, Taiwan Professional
Electrical Engineers Association
R.O.C
Chairman, Hong-Da
Electric Industrial
Technician Office
0
Bachelor Degree
in Electrical
Engineering.

Tatung University
Independent
Director
Nai-Tu, Cheng
Master Degree,
National Tsing
Hua University
 Manager, Heng Shing Co.,
Ltd.
None 0
Independent
Director
Ted Guo
Master Degree in
Law, Chinese
Culture University
 Land Administrator, Pvolyben
Attorneys-At-Law
Land Administrator,
Pvolyben Attorneys-At-
Law
0
Independent
Director
Tzeng-Guey Gu
 Senior manager , Achem Opto-
Electronic Corporation
None 0
Shu-Jen High

School
Independent
Director
Min, Chao
Engineer, Sinkong Textile Co.,
Ltd.
 Engineer, Prosperity
Dielectrics Co.,Ltd.

Director, Taicrystal
International
Technologies Co., Ltd.
0
Zhong-Li Senior
High School

27

Appendix 1

OPTIMAX TECHNOLOGY CORPORATION

Rules and Procedures for Shareholders' Meeting

  1. Except otherwise provided in the applicable laws and regulations, the Shareholders' Meeting of the Company should be subject to the rules stipulated hereby.

  2. The Company should have an attendance book in place for shareholders to sign in person; attended shareholders can hand in a card with their names on it for the same purpose. Shares represented by a shareholder will be decided according to the attendance book or the signature card the shareholder hands in, along with the number of shares granting the right to vote in written or electronic forms.

  3. The attendance and voting taking place in the Shareholders' Meeting should be calculated on the base of the number of shares the shareholder possesses.

  4. The venue of the Shareholders' Meeting should be in the Company or places with good transportation for shareholders to attend the meeting. The venue of the meeting should be appropriate for the convening of such meeting. The meeting should not start earlier than 9 AM or later than 3 PM.

The Company can appoint its own attorneys, accountants, or other relevant staff to attend the Shareholders' Meeting. The staff of the Shareholders' Meeting should wear identification cards.

  1. The chairman should announce the commencement of the meeting at the scheduled time; however, if the present shareholders altogether does not constitute half of the total number of the Company's issued stocks, the chairman may postpone the meeting. The number of postponement should be no more than two times and the total time of postponement should be less than an hour. If, after two postponements, the total shareholders present still does not constitute the quorum prescribed in the preceding article, but those present represent one-third or more of the total number of the Company's issued shares. A notice of such tentative resolution should be distributed to all shareholders in accordance with Paragraph 1 of Article 175 of the Company Act. The Shareholders' Meeting should be reconvened within a month. If the number of present shareholders constituting half of the total number of the Company's issued stocks is reached before the meeting is over, the chairman may deem such situation as a tentative resolution and proffer it for the meeting to vote in accordance with Article 174 of the Company Act.

  2. The agenda of the Shareholder's Meeting convened by the Board should also be stipulated by the Board. The meeting should follow the agenda and should not be changed without the resolution of the Board. The provision of preceding article should apply when the Shareholders' Meeting is convened by people with the right to convene such meetings other than the Board. The chairman of the Shareholders' Meeting should not dismiss the meeting before the previous two types of agenda (including AOB) are completed with a resolution being made. The shareholders cannot designated any other person as chairman and continue the Meeting in the same or other place after the Meeting is adjourned.

28

  1. Before making a speech, the present shareholder should write down the gist of the speech, the shareholder's number (or the number of the attendance certificate) and the account name on a slip of paper. The chairman will decide the order of speech. If the present shareholder hands in the paper split but does not actually make the speech, it is construed that the shareholder does not make that speech at all. If there are discrepancies between the content on the paper slip and the shareholder's actual speech, the latter should prevail. Unless approved by the chairman, shareholders should not interfere when another fellow shareholder is speaking. The chairman is entitled to stop the interfering shareholder.

  2. A shareholder is allowed to make a speech once for each motion unless approved by the chairman. Each speech should not exceed five minutes. The chairman is entitled to stop the shareholder's speech when the shareholder violates the preceding provision or when the speech digresses from the motion.

  3. Any legal entity designated as proxy by a shareholder(s) to be present at the Meeting may appoint only one representative to attend the Meeting. If a legal entity is a shareholder and designates two or more representatives to attend the Meeting, only one representative can speak for each discussion item.

  4. After the speech of a shareholder, the chairman may respond him/herself or appoint an appropriate person to respond.

  5. The chair may announce to end the discussion of any discussion item and go into voting if the chair deems it appropriate.

  6. The person(s) to monitor and the person(s) to count the ballots shall be appointed by the chair. The person(s) monitoring the ballots shall be a shareholder(s). The result of voting shall be announced at the Meeting and recorded in the minutes of the Meeting.

  7. The chairman is entitled to announce recesses during the meeting.

  8. Except otherwise provided in the Company Act of the Republic of China or the Articles of Incorporation of the Company, a resolution shall be adopted by a majority of the votes represented by the shareholders present at the Meeting. The resolution shall be deemed adopted and shall have the same effect as if it was voted by casting ballots if no objection is voiced after solicitation by the chairman.

  9. If there is amendment to or substitute for a discussion item, the chair shall decide the sequence of voting for such discussion item, the amendment or the substitute. If any of them has been adopted, the other shall be deemed vetoed and no further voting is necessary.

  10. The chair may require or supervise the disciplinary officers or the security guards to assist in keeping order of the Meeting place. Such disciplinary officers or security guards shall wear badges marked “Disciplinary Officer” for identification purpose.

  11. In case of incident due to force majeure, the chair may rule the meeting temporarily suspended and announce a time when, in view of the circumstances, the meeting will be resumed.

  12. Any matter not provided in the Rules and Procedures shall be handled in accordance with the Company Act of Republic of China and the Articles of Incorporation of the Company.

29

Appendix 2

OPTIMAX TECHNOLOGY CORPORATION Articles of Incorporation

Date : 2020-6-9 (Amended)

Chapter 1: General Provisions

  • Article 1 The Company is organized as a company limited by shares in accordance with the Company Act of the Republic of China (the "Company Act") and the Company's English name is OPTIMAX TECHNOLOGY CORPORATION

  • Article 2 The scope of business of the Company shall be as follows

1.[CC01080 ] Electronic parts and components manufacturing business

  1. CE01030 Photographic and Optical Equipment Manufacturing

3.[F219010 ] Electronic Materials Retail

  1. F213040 Retail Sale of Precision Instruments

  2. C805010 Manufacture of Plastic Sheets, Pipes and Tubes

  3. C801100 Synthetic Resin and Plastic Manufacturing

  4. F401010 International Trade

  5. ZZ99999 All business items that are not prohibited or restricted by law, except those that are subject to special approval.

  6. Article 3 The head office of the Company shall be in Taoyuan, Taiwan, the Republic of China ("R.O.C."). Subject to the approval of the Board and other relevant authorities, the Company may, if necessary, set up branches or business offices at other appropriate place.

Chapter 2: Shares

  • Article 4 Thecompany'stotalcapitalis ratedat NT$10billion, dividedinto100millionsharesat $ 10 per share. The council decided to issue in batches. 50 million shares are reserved in the aforementioned total shares as shares for issuing employee stock option certificates.

  • Article 5 The share certificates of the Company shall be all in registered form. The share certificates shall be affixed with the signatures or personal seals of the director representing the company, and shall be duly certified or authenticated by the bank which is competent to certify shares under the laws before issuance.

  • The Company may, pursuant to the applicable laws and regulations, deliver shares or other

  • securities in book-entry form, instead of delivering physical certificates evidencing shares or other securities.

  • Article 6 The name change and transfer of the company's stocks shall cease within 60 days before the shareholders 'general meeting, within 30 days before the shareholders' temporary meeting or within 5 days before the company's decision to distribute dividends and dividends or other benefits.

Chapter 3: Shareholders' Meetings

  • Article 9 In case a shareholder is unable to attend a shareholders’ meeting in person, such shareholder may issue proxy in the form printed by the Company, setting forth the scope of authorization for the representative to be present on his/her/its behalf in accordance with Article 177 of the Company Act, or vote in writing or via an electronic voting system in accordance with Article 177-1 of the Company Act.

30

Article 10 Unless otherwise provided under Article 179 of the Company Act which sets forth the situation where the shareholder has no voting rights, a shareholder of the Company shall have one vote for each share held by him/her/it. Article 11 Unless otherwise provided in applicable law and regulations, a resolution shall be adopted at a meeting attended by the shareholders holding and representing a majority of the total issued and outstanding shares and at which meeting a majority of the attending shareholders shall vote in favor of the resolution. According to regulatory requirements, shareholders may also vote via an electronic voting system, and those who do shall be deemed as attending the shareholders’ meeting in person; electronic voting shall be conducted in accordance with the relevant laws and regulations. Article 11-1 The company may issue employee stock options at a stock price lower than the market price, or less than the actual share repurchase, with the consent of the shareholders 'meeting representing more than half of the total number of issued shares and the presence of more than two-thirds of the shareholders' voting rights Average price transferred to employees. Article 12 Shareholders’ meeting shall be convened by the Board of Directors and, be presided over by the Chairman of the Board of Directors; in case the Chairman of the Board of Directors is on leave or unable to perform his duties for cause, one of the Directors shall preside in accordance with Article 208 of the Company Law. For the Shareholders’ meeting convened by any other person having the convening right, such person shall act as the chairman of that meeting provided, however, that if there are two or more persons having the convening right, the chairman of the meeting shall be elected from among themselves.

Chapter 4: Board of Directors and Audit Committee

Article 13 The Company shall have nine (9) to thirteen (13) directors to serve a term of three years. A director may be re-elected. Within the entire Board, the Company shall have at least four (4) or one-fifth (1/5) of all directors, whichever is higher. Directors shall be elected from a list of director candidates, which are nominated under the Candidate Nomination System in accordance with Article 192-1 of the Company Law. In the year the terms of the directors are expired, the Board of Directors shall convene the general shareholders’ meeting for reelecting the directors in accordance with the Securities and Exchange Act. The minimum number of total shares to be owned by the directors of the Company shall be in compliance with the Rules and Review Procedures for Director and Supervisor Share Ownership Ratios at Public Companies as promulgated by the Financial Supervisory Commission. The restrictions on the share holdings shall be in compliance with applicable laws and regulations. Article 13-1 Pursuant to Article of the Securities and Exchange Act, the Company shall have the audit committee which shall be composed of all independent directors, and one of them serves as the convener, and at least one person has accounting or financial expertise. The audit committee established by the company in accordance with the law is responsible for the implementation of the company law, securities trading law, other laws and regulations and the company’s articles of association and various measures as the supervisory authority.

31

Article 14 The Company shall have a chairman of the Board. The chairman of the Board shall be
elected by and among the directors in accordance with Article 208 of the Company Law.
The meetings of the Board of Directors shall be convened by the chairman of the Board.
Except as otherwise provided in the Company Law of the Republic of China, a meeting of
the Board of Directors may be held if attended by a majority of total Directors and
resolutions shall be adopted with the concurrence of the majority of the Directors present at
the meeting.
Article 14-1 In convening a meeting of the Board of Directors, a notice indicated the purpose(s) for
convening the meeting shall be given to each director no later than 7 days prior to the
scheduled meeting date in writing or via e-mail or fax. The meetings of the Board of
Directors may be convened at any time in case of urgent circumstances.
Article 15 The Chairman of the Board of Directors shall preside over all meetings of the Board of
Directors. In his absence, any one of the Directors shall be acting for him according to
Article 208 of the Company Law. Directors shall attend meetings of the Board of Directors
in person. Where a director is unable to attend a meeting of the Board, he may appoint
another director to represent him by proxy in accordance with Article 205 of the Company
Act.
Article 16 The Board of Directors may set up functional committees which shall adopt an
organizational charter to be approved by the Board of Directors. Functional committees shall
be responsible to the Board of Directors and submit their proposals to the Board of Directors
for approval.
Article 17 The Company may take out liability insurance for the directors with respect to the liabilities
resulting from exercising their duties during their terms of office.
Article 17-1 The Board of Directors is authorized to determine the salary for the Directors, taking into
account the extent and value of the services provided for the management of the Corporation
and the standards of the industry within the R.O.C. and overseas.
Chapter 5: Managers
Article 18 The Company shall have one managerial personnel, whose appointment and dismissal shall be
approved by a majority of total Directors in accordance with Article 29 of the Company Act.
Chapter 6: Accounting
Article 19 After the end of each fiscal year, the Board shall prepare and submit the following
documents: (1) business report, (2) financial statements, (3) proposal for allocation of
earnings or recovery of loss, which shall be submitted to the shareholders' general meeting
for approval.
Article 20 When the Company allocates the profit of the current year, if any, 5%~10% of the profit
shall be set aside as employees’ compensation, which to be distributed to the qualified
employees of the Company or of the subsidiaries of the Company employees in the form of
stock or cash. The Board of Directors is hereby authorized to set forth the plan of
distribution. The Company may, subject to the resolution adopted by the Board of Director,
further allocate no more than 1% of the aforesaid profit as Directors’ compensation. The
proposals of the employees’ compensation and the directors’ compensation shall be
approved by a majority of total Directors and then reported on the Shareholders’ meeting.
Notwithstanding the foregoing, when there are accumulated losses, the profits shall be used
to offset accumulated losses first and report on the Shareholders’ meeting.

32

Article 20-1 The current year’s earnings, if any, shall first be used to pay all taxes and offset prior years’ accumulated losses and then set aside 10% as legal reserve. When such legal reserve amounts to the total paid-in capital, the Company shall not be subject to this requirement. The Company may then appropriate or reverse a certain amount as special reserve according to the relevant regulations. The remaining earnings, plus the accumulated undistributed earnings, may be appropriated to shareholders as dividends or bonuses according to the distribution plan proposed by the Board of Directors and approved by the shareholders’ meeting.

After taking into account of the Company's current and future development plan, investment environment, fund requirements, and domestic and international competition and the interests of shareholders, the dividend policy of the Company is to set aside no less than 50% of distributable earnings as shareholders’ dividends and bonuses. However, in case the accumulated distributable earnings is less than 30% of paid-in capital, the Company may choose not to distribute dividends. Dividends to common shareholder may be distributed by way of combination of cash dividend and stock dividend provided that the cash dividends shall not be less than 10% of the total dividends.

Chapter 7: Supplementary Articles

Article 21 The Company may provide endorsement and guarantee and act as a guarantor.

Article 22 With respect to the matters not provided herein, the Company Act and other applicable laws and regulations shall govern.

Article 23 These Article of Incorporation were enacted on Feb. 23, 1998 and amended on May 21, 1999 for the first time, on May 26, 2000 for the second time, on May 25, 2001 for the third time, on April 30, 2002 for the fourth time, on May 16, 2003 for the fifth time, on June 9, 2004 for the sixth time, on June 27, 2005 for the seventh time, on June 14, 2006 for the eighth time, on June 15, 2007 for the ninth time, on May 30, 2008 for the tenth time, on Sep. 4, 2009 for the eleventh time, on May 26, 2010 for the twelfth time, on June 16, 2015 for the thirteenth time, on June 14, 2016 for the fourteenth time, on June 8, 2018 for the fifteenth time, on June 9, 2020 for the sixteen time.

33

Appendix 3

OPTIMAX TECHNOLOGY CORPORATION

Procedures for Election of Directors (Before Amended)

Date:2018-6-8 (Amended)

Article 1

To ensure a just, fair, and open election of directors, these Procedures are adopted pursuant to Articles 21 and 41 of the Corporate Governance Best-Practice Principles for TWSE/GTSM Listed Companies.

Article 2

Except as otherwise provided by law and regulation or by this Corporation's articles of incorporation elections of directors shall be conducted in accordance with these Procedures.

Article 3

The overall composition of the board of directors shall be taken into consideration in the selection of this Corporation's directors. The composition of the board of directors shall be determined by taking diversity into consideration and formulating an appropriate policy on diversity based on the company's business operations, operating dynamics, and development needs. It is advisable that the policy include, without being limited to, the following two general standards:

  1. Basic requirements and values: Gender, age, nationality, and culture.

  2. Professional knowledge and skills: A professional background (e.g., law, accounting, industry, finance, marketing, technology), professional skills, and industry experience.

Each board member shall have the necessary knowledge, skill, and experience to perform their duties; the abilities that must be present in the board as a whole are as follows:

  1. The ability to make judgments about operations.

  2. Accounting and financial analysis ability.

  3. Business management ability.

  4. Crisis management ability.

  5. Knowledge of the industry.

  6. An international market perspective.

  7. Leadership ability.

  8. Decision-making ability.

More than half of the directors shall be persons who have neither a spousal relationship nor a relationship within the second degree of kinship with any other director.

The board of directors of this Corporation shall consider adjusting its composition based on the results of performance evaluation.

Article 4

The qualifications for the independent directors of this Corporation shall comply with Articles 2, 3, and 4 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies.

The election of independent directors of this Corporation shall comply with Articles 5, 6, 7, 8, and 9 of the Regulations Governing Appointment of Independent Directors and Compliance Matters for Public Companies, and shall be conducted in accordance with Article 24 of the Corporate Governance BestPractice Principles for TWSE/GTSM Listed Companies.

Article 5

Elections of both directors at this Corporation shall be conducted in accordance with the candidate nomination system and procedures set out in Article 192-1 of the Company Act. This Corporation shall review the qualifications, education, working experience, background, and the existence of any other matters

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set forth in Article 30 of the Company Act with respect to nominee directors and may not arbitrarily add requirements for documentation of other qualifications. It shall further provide the results of the review to shareholders for their reference, so that qualified directors will be elected. When the number of directors falls below five due to the dismissal of a director for any reason, this Corporation shall hold a by-election to fill the vacancy at its next shareholders meeting. When the number of directors falls short by one third of the total number prescribed in this Corporation’s articles of incorporation, this Corporation shall call a special shareholders meeting within 60 days from the date of occurrence to hold a by-election to fill the vacancies. When the number of independent directors falls below that required under the proviso of Article 14-2, paragraph 1 of the Securities and Exchange Act, or the related provisions of the Taiwan Stock Exchange Corporation rules governing the review of listings, or subparagraph 8 of the Standards for Determining Unsuitability for GTSM Listing under Article 10, Paragraph 1 of the GreTai Securities Market Rules Governing the Review of Securities for Trading on the GTSM, a by-election shall be held at the next shareholders meeting to fill the vacancy. When the independent directors are dismissed en masse, a special shareholders meeting shall be called within 60 days from the date of occurrence to hold a by-election to fill the vacancies.

Article 6

The cumulative voting method shall be used for election of the directors at this Corporation. Each share will have voting rights in number equal to the directors to be elected, and may be cast for a single candidate or split among multiple candidates.

Article 7

The board of directors shall prepare separate ballots for directors in numbers corresponding to the directors to be elected. The number of voting rights associated with each ballot shall be specified on the ballots, which shall then be distributed to the attending shareholders at the shareholders meeting. Attendance card numbers printed on the ballots may be used instead of recording the names of voting shareholders.

Article 8

The number of directors will be as specified in this Corporation's articles of incorporation, with voting rights separately calculated for independent and non-independent director positions. Those receiving ballots representing the highest numbers of voting rights will be elected sequentially according to their respective numbers of votes. When two or more persons receive the same number of votes, thus exceeding the specified number of positions, they shall draw lots to determine the winner, with the chair drawing lots on behalf of any person not in attendance.

Article 9

Before the election begins, the chair shall appoint a number of persons with shareholder status to perform the respective duties of vote monitoring and counting personnel. The ballot boxes shall be prepared by the board of directors and publicly checked by the vote monitoring personnel before voting commences.

Article10

If a candidate is a shareholder, a voter must enter the candidate's account name and shareholder account number in the "candidate" column of the ballot; for a non-shareholder, the voter shall enter the candidate's full name and identity card number. However, when the candidate is a governmental organization or juristicperson shareholder, the name of the governmental organization or juristic-person shareholder shall be entered in the column for the candidate's account name in the ballot paper, or both the name of the governmental organization or juristic-person shareholder and the name of its representative may be entered. When there are multiple representatives, the names of each respective representative shall be entered.

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Article 11

A ballot is invalid under any of the following circumstances:

  1. The ballot was not prepared by the board of directors.

  2. A blank ballot is placed in the ballot box.

  3. The writing is unclear and indecipherable or has been altered.

  4. The candidate whose name is entered in the ballot is a shareholder, but the candidate's account name and shareholder account number do not conform with those given in the shareholder register, or the candidate whose name is entered in the ballot is a non-shareholder, and a cross-check shows that the candidate's name and identity card number do not match.

  5. Other words or marks are entered in addition to the candidate's account name or shareholder account number (or identity card number) and the number of voting rights allotted.

  6. The name of the candidate entered in the ballot is identical to that of another shareholder, but no shareholder account number or identity card number is provided in the ballot to identify such Parent Company Only.

Article 12

The voting rights shall be calculated on site immediately after the end of the poll, and the results of the calculation, including the list of persons elected as directors or supervisors and the numbers of votes with which they were elected, shall be announced by the chair on the site.

The ballots for the election referred to in the preceding paragraph shall be sealed with the signatures of the monitoring personnel and kept in proper custody for at least one year. If, however, a shareholder files a lawsuit pursuant to Article 189 of the Company Act, the ballots shall be retained until the conclusion of the litigation.

Article 13

The board of directors of this Corporation shall issue notifications to the persons elected as directors or supervisors.

Article 14

These Procedures, and any amendments hereto, shall be implemented after approval by a shareholders meeting.

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Appendix 4

OPTIMAX TECHNOLOGY CORPORATION

Shareholdings of All Directors

  1. The Company has issued capital of the Company is NT$ 3,253,323,960 representing 325,332,396 common shares. According to Article 26 of the Securities and Exchange Act, the minimum number of shares that shall be held by all directors of the company is 13,013,295.

  2. According to Article 2 of the "Public Issuing Company Directors and Supervisors' Shareholding Ratio and Implementation Rules for Inspection", if more than 2 independent directors are elected, the total shareholding percentage calculated by all directors and supervisors other than the independent directors will be reduced to 80 %. In addition, if the company has set up an audit committee in accordance with this law, the regulations concerning the number of shares held by the supervisor shall not be less than a certain ratio.

  3. As of April 26, 2021, the number of shares held by all directors is 42,365,142 shares, accounting for 13.02% of the company's total shares. The actual collective shareholding of directors was shown as below

Title Name Shareholders
Represented
No. of
Shareholding
Shareholding
ration %
Chairman Peter Chao 34,831,503 10.71
Director Wilson Chao 4,669,674 1.44
Director Jin-De, Wang Jiu-Ru Investment
Co., Ltd.
1,521,828 0.47
Director Shu-Ping, Wu Shi-Hong Industrial
Co., Ltd.
1,333,712 0.41
Director Xiao-Nan Xiang 8,425 0
Director Qi-Bang, Yu 0 0
Director Chang-Shu Jiang 0 0
Independent Director Nai-Tu, Cheng 0 0
Independent Director Ted Guo 0 0
Independent Director Tzeng-Guey Gu 0 0
Total 42,365,142 13.02

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